EXHIBIT 10.22
       
             Indianapolis Power & Light Company
       
                                   DATE:  May 31, 1995
       
            TO:  See Distribution Below      AT:  Various
                                             Locations
       
          FROM:  Mr. Ramon L. Humke          AT:  Electric
                                             Building  
                     
       SUBJECT:    1995 MANAGEMENT INCENTIVE PROGRAM
       
       
                        DISTRIBUTION:
       
               Officers       Superintendents
               Managers       Assistant Superintendents
               Directors      Division Supervisors
       
       
       The 1995 Management Incentive Program (MIP) is
       established to provide additional incentive and
       recognition to individuals who make above average
       contributions to the achievement of organization
       and corporate objectives.
       
       Awards will be based on a year-end evaluation of
       the Company's performance and of each
       participant's performance during the year,
       directly keyed to organization and department
       objectives through specifically documented
       Performance Management "Expectations" and
       "Objectives" for that participant.  The threshold
       standard is:
       
       IPL Net Income         $83.6 Million
       
       This threshold performance standard must be met
       for bonus qualification.
       
       The Senior Vice Presidents, and Vice Presidents of
       Human Resources and Corporate Affairs, will ensure
       that individual awards are commensurate with
       performance and that the total of awards does not
       exceed their organization's allocation of the
       budget for this program.  The Company's
       compensation philosophy is to establish base
       salaries at market value; therefore participant
       awards under this program are for demonstrable and
       measurable contributions to organization and
       corporate objectives and performance.  Guidelines
       for individual awards, granted in $500 increments,
       are as follows:
       
                                   Award Range
       Participant's Contribution  if Threshold is met
       
       Above Expected              Up to $7,500
       At Expected                 Up to $5,000
       Below Expected                   0%
       
       The evaluator should be able to identify
       demonstrable and measurable results as the
       criteria for recommending an award for the
       participant.  Awards are not automatic and not all
       participants may receive an award.
       
       The Management Incentive Program participants for
       1995 include supervisors from the division head
       level to the manager level.  Special requests for
       inclusion in the program need to be submitted for
       approval to the Vice President of Human Resources. 
       Documentation supporting inclusion in the program
       is required.  In addition, at year-end,
       Organizational Heads may recommend other
       associates who have specific work assignments that
       significantly affect the Corporate Objectives.
       
       If a participant retires, becomes disabled, or
       dies during 1995, or if a person becomes eligible
       after the year begins, any award payable to such
       person shall be prorated.
       
       Additionally, the Big Dollar Award Program for
       other associates who deserve special recognition
       for making an extraordinary contribution to
       Corporate Objectives or organizational assignments
       is being continued.  A formal Big Dollar Award
       Program description is attached.
       
       
       
       /s/ R.L. Humke
       RLH:dlr
       Attachment
<PAGE>
Program Name:  Big Dollar Award Program
       
       Purpose:          The program exists to provide an
                         immediate cash reward to an
                         associate who makes significant
                         contribution which will have a
                         substantial positive impact on the
                         Company.
       
       Eligibility: Any non-officer associate who is
                         not part of the Management
                         Incentive Program is potentially
                         eligible to receive a reward under
                         this program.
       
       Award Basis: Associates whose recommendations,
                         acts, or achievements are outside
                         their normal work requirements
                         should be considered for awards. 
                         Extraordinary contributions to
                         Corporate Objectives and
                         organization assignments are the
                         principal criteria for these
                         awards.  Superior work on normal
                         work assignments alone does not
                         qualify an individual for an award. 
                         More efficient operations, greater
                         productivity, better customer
                         service, reduced costs, higher
                         earnings, and enhanced public image
                         are examples of results which would
                         warrant consideration for an award.
     
       Award Amount:     The amount of the award will depend
                         upon the significance and long-term
                         benefit to the Company.  As a
                         general rule, awards should be no
                         less than $200, after taxes.
      
       Process:          All associates and supervisors are
                         asked to identify recommendations,
                         acts, or achievements of other
                         associates which should be
                         considered for an award. 
                         Descriptions of such acts should be
                         directed to the organization
                         officer who will assess the
                         achievement and, if warranted,
                         forward a recommendation through
                         the appropriate senior officer to
                         the President.  Recommendations
                         should include suggested award
                         amounts.  The President will
                         approve and present these special
                         awards as these extraordinary
                         contributions are identified and
                         evaluated throughout the year.  The
                         intent is that an award follow
                         these acts or achievements as
                         closely as practical.  Therefore,
                         recommendations for awards should
                         be expedited.  When possible, Mr.
                         Humke will present the award to the
                         associate personally.
      
       Administration:   The Vice President, Human
                         Resources, will administer
                         this program, with the
                         assistance of the Controller. 
                         All checks will represent the
                         award, less necessary tax
                         withholding.  The organization
                         officer should contact
                         Corporate Communications to
                         arrange appropriate publicity.
      
  <PAGE>
              1995 MANAGEMENT INCENTIVE PROGRAM
       
       
       The purposes of the program are to focus attention
       on key IPL performance standards, to improve
       productivity and to control costs by attaining the
       goals set out in the Corporate Objectives while
       maintaining operating costs within or less than
       those budgeted for 1995.  The program cost is
       estimated to be $560,000.
       
       The Program also includes a separate fund for the
       payment of bonuses to persons not within the group
       identified above who deserve recognition for
       extraordinary contributions to the Company.  An
       additional $48,500 is estimated for this separate
       fund.
       
       Bonus awards will depend upon the performance of
       the participants in meeting specific objectives
       and assignments.  Awards are not automatic; some
       participants may not receive an award.  No bonus
       payments will be made unless the 1995 IPL Net
       Income thresholds is met.
       
       Performance            Bonus
       
       Above Expected         $500 to $7,500
       At Expected            $500 to $5,000
       Below Expected         0
       
       If a participant dies, retires or becomes disabled
       during the Program Year, or if a person becomes
       eligible to participate in the Program after the
       Program Year begins, any bonus shall be prorated
       based on the number of months such person was
       eligible to participate in the Program.
       
       Bonus awards will be approved by Mr. Humke and Mr.
       Hodowal, based upon the recommendations of the
       Senior Officers for their respective
       organizational participants.  Progress in meeting
       objectives will be reviewed with each participant
       periodically throughout the year.